UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 2022
NEXIMMUNE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-40045 | 45-2518457 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
9119 Gaither Road | ||
Gaithersburg, Maryland | 20877 | |
(Address of principal executive offices) | (zip code) |
Registrant’s telephone number, including area code: (301) 825-9810
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.0001 par value per share | NEXI | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 17, 2022, NexImmune, Inc. (the “Company”) announced that Kristi Jones has been appointed as the Company’s President and Chief Executive Officer, and that the Company’s Board of Directors (the “Board”) has elected Ms. Jones as a director of the Company, in each case effective as of February 15, 2022. Ms. Jones was elected as a Class III director for a term to continue until the 2024 annual meeting of the Company’s stockholders and thereafter until Ms. Jones’ successor has been elected and qualified or until her earlier resignation or removal.
Ms. Jones, age 58, has served as the Company’s Chief Operating Officer since March 2018. She previously served as the Company’s Chief Business Officer from June 2017 to March 2018 and as a consultant to the Company from September 2015 to February 2017. From 2013 to 2015, Ms. Jones was Vice President of Portfolio Strategy at AstraZeneca. From November 2011 to July 2013 she served as Vice President of Global Strategic Marketing at MedImmune. Prior to that, Ms. Jones held multiple leadership roles with increasing responsibility at Genentech where she worked for 16 years, including Head of Immunology and Ophthalmology Global Product Strategy, Life Cycle Lead and Franchise Management. Ms. Jones has held roles in Strategy, Business Development, Commercial Operations, Managed Care, Marketing and Sales. Ms. Jones serves on the Life Science Panel for Springboard Enterprises focused on start-up companies led by women and on the Cell Therapy Committee for the Alliance of Regenerative Medicine. Ms. Jones received her Pharmacy degree from the University of Texas, College of Pharmacy and her B.S. in Biology from Texas Tech University.
On February 17, 2022, the Company also announced that Scott Carmer had resigned as President and Chief Executive Officer and as a director of the Company effective as of February 12, 2022. In connection with his resignation, the Company and Mr. Carmer entered into a separation agreement (the “Separation Agreement”), effective as of February 12, 2022. The Separation Agreement includes a release, confidentiality provisions and other customary provisions. The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. | Description | |
10.1 | Separation Agreement, dated February 12, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NEXIMMUNE, INC. | ||
By: | /s/ John Trainer | |
John Trainer | ||
Chief Financial Officer |
Date: February 17, 2022
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